Common use of Overcollateralization Deficiency Clause in Contracts

Overcollateralization Deficiency. As of any Distribution Date, the excess, if any, of (a) the Targeted Overcollateralization Amount for that Distribution Date over (b) the Overcollateralization Amount for that Distribution Date, calculated for this purpose after taking into account the reduction on that Distribution Date of the Class Certificate Balances of all Classes of Offered Certificates resulting from the distribution of the related Basic Principal Distribution Amount on that Distribution Date, but prior to taking into account any Applied Realized Loss Amounts on that Distribution Date. Overcollateralization Release Amount ------------------------------------ With respect to any Distribution Date on or after the Stepdown Date on which a Trigger Event is not in effect, the lesser of (a) the Principal Remittance Amount for that Distribution Date and (b) the excess, if any, of (i) the Overcollateralization Amount for that Distribution Date, assuming that 100% of the Principal Remittance Amount is applied as a principal payment on the Certificates on that Distribution Date, over (ii) the Targeted Overcollateralization Amount for that Distribution Date. With respect to any Distribution Date on which a Trigger Event is in effect, the Overcollateralization Release Amount will be zero. Ownership Interest ------------------ As to any Class R Certificate, any ownership interest in such Certificate including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial. Pass-Through Rate ----------------- With respect to each Class of Certificates, as set forth in the Preliminary Statement. Paying Agent ------------ JPMorgan Chase Bank and its successors and, if a successor paying agent is appointed hereunder, such successor. Percentage Interest ------------------- As to any Offered Certificate, the percentage interest evidenced thereby in distributions required to be made to such Offered Certificate, such percentage interest being set forth on the face thereof or equal to the percentage obtained by dividing the Denomination of such Certificate by the aggregate of the Denominations of all Certificates of the same Class. With respect to the Class X Certificates and the Class R Certificates, the "Percentage Interest" specified on the face thereof. Permitted Investments --------------------- (a) obligations of the United States or any agency thereof, provided such obligations are backed by the full faith and credit of the United States; (b) general obligations of or obligations guaranteed by any state of the United States or the District of Columbia receiving the highest long-term debt rating of each Rating Agency rating the Offered Certificates, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; (c) commercial or finance company paper which is then receiving the highest commercial or finance company paper rating of each such Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; (d) certificates of deposit, demand or time deposits, or bankers' acceptances issued by any depository institution or trust company incorporated under the laws of the United States or of any state thereof and subject to supervision and examination by federal and/or state banking authorities, provided that the commercial paper and/or long term unsecured debt obligations of such depository institution or trust company (or in the case of the principal depository institution in a holding company system, the commercial paper or long-term unsecured debt obligations of such holding company, but only if Moody's is not a Rating Agency) are then rated one of the two highexx xxxg-term and the highest short-term ratings of each such Rating Agency for such securities, or such lower ratings as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any such Rating Agency; (e) demand or time deposits or certificates of deposit issued by any bank or trust company or savings institution to the extent that such deposits are fully insured by the FDIC; (f) guaranteed reinvestment agreements issued by any bank, insurance company or other corporation containing, at the time of the issuance of such agreements, such terms and conditions as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any such Rating Agency; (g) repurchase obligations with respect to any security described in clauses (a) and (b) above, in either case entered into with a depository institution or trust company (acting as principal) described in clause (d) above; (h) securities (other than stripped bonds, stripped coupons or instruments sold at a purchase price in excess of 115% of the face amount thereof) bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any state thereof which, at the time of such investment, have one of the two highest ratings of each such Rating Agency (except if the Rating Agency is Moody's or S&P, the rating shall be the highest commercial paper rating of Moody's or S&P, as applicable, for such securities), or such lower rating as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any such Rating Agency, as evidenced by a signed writing delivered by each such Rating Agency; (i) interests in any money market fund which at the date of acquisition of the interests in the fund and throughout the time those interests are held in the fund has the highest applicable rating of each such Rating Agency or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; (j) short term investment funds sponsored by any trust company or national banking association incorporated under the laws of the United States or any state thereof which on the date of acquisition has been rated by each such Rating Agency in its highest applicable rating category or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; and (k) such other investments having a specified stated maturity and bearing interest or sold at a discount acceptable to each such Rating Agency as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any Rating Agency, as evidenced by a signed writing to such effect delivered by each such Rating Agency; provided that no such instrument shall be a Permitted Investment if such instrument evidences the right to receive interest only payments with respect to the obligations underlying such instrument.

Overcollateralization Deficiency. As of any Distribution Date, the excess, if any, of (a) the Targeted Overcollateralization Amount for that Distribution Date over (b) the Overcollateralization Amount for that Distribution Date, calculated for this purpose after taking into account the reduction on that Distribution Date of the Class Certificate Balances of all Classes of Offered Certificates resulting from the distribution of the related Basic Principal Distribution Amount (but not the Extra Principal Distribution Amount) on that Distribution Date, but prior to taking into account any Applied Realized Loss Amounts on that Distribution Date. Overcollateralization Release Amount ------------------------------------ With respect to any Distribution Date on or after the Stepdown Date on which a Trigger Event is not in effect, the lesser of (a) the Principal Remittance Amount for that Distribution Date and (b) the excess, if any, of (i) the Overcollateralization Amount for that Distribution Date, assuming that 100% of the Principal Remittance Amount is applied as a principal payment on the Certificates on that Distribution Date, over (ii) the Targeted Overcollateralization Amount for that Distribution Date. With respect to any Distribution Date on which a Trigger Event is in effect, the Overcollateralization Release Amount will be zero. Ownership Interest ------------------ As to any Class R Certificate, any ownership interest in such Certificate including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial. Pass-Through Rate ----------------- With respect to each Class of Certificates, as set forth in the Preliminary Statement. Paying Agent ------------ JPMorgan Chase Bank and its successors and, if a successor paying agent is appointed hereunder, such successor. Percentage Interest ------------------- As to any Offered Certificate, the percentage interest evidenced thereby in distributions required to be made to such Offered Certificate, such percentage interest being set forth on the face thereof or equal to the percentage obtained by dividing the Denomination of such Certificate by the aggregate of the Denominations of all Certificates of the same Class. With respect to the Class X Certificates and the Class R Certificates, the "Percentage Interest" specified on the face thereof. Permitted Investments --------------------- (a) obligations of the United States or any agency thereof, provided such obligations are backed by the full faith and credit of the United States; (b) general obligations of or obligations guaranteed by any state of the United States or the District of Columbia receiving the highest long-term debt rating of each Rating Agency rating the Offered Subordinate Certificates, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates Subordinate Certificates, by each such Rating Agency; (c) commercial or finance company paper which is then receiving the highest commercial or finance company paper rating of each such Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates Subordinate Certificates, by each such Rating Agency; (d) certificates of deposit, demand or time deposits, or bankers' acceptances issued by any depository institution or trust company incorporated under the laws of the United States or of any state thereof and subject to supervision and examination by federal and/or state banking authorities, provided that the commercial paper and/or long term unsecured debt obligations of such depository institution or trust company (or in the case of the principal depository institution in a holding company system, the commercial paper or long-term unsecured debt obligations of such holding company, but only if Moody's is not a Rating Agency) are then rated the highest long-txxx xxd one of the two highexx xxxg-term and the highest short-term ratings of each such Rating Agency for such securities, or such lower ratings as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates Subordinate Certificates, by any such Rating Agency; (e) demand or time deposits or certificates of deposit issued by any bank or trust company or savings institution to the extent that such deposits are fully insured by the FDIC; (f) guaranteed reinvestment agreements issued by any bank, insurance company or other corporation containing, at the time of the issuance of such agreements, such terms and conditions as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Subordinate Certificates by any such Rating Agency; (g) repurchase obligations with respect to any security described in clauses (a) and (b) above, in either case entered into with a depository institution or trust company (acting as principal) described in clause (d) above; (h) securities (other than stripped bonds, stripped coupons or instruments sold at a purchase price in excess of 115% of the face amount thereof) bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any state thereof which, at the time of such investment, have the highest long term rating and one of the two highest short term ratings of each such Rating Agency (except if the Rating Agency is Moody's or S&P's, the such rating shall be the highest commercial paper rating of Moody's or S&P, as applicable, for any such securities), or such lower rating as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates Subordinate Certificates, by any such Rating Agency, as evidenced by a signed writing delivered by each such Rating Agency; and (i) interests in any money market fund which at the date of acquisition of the interests in the fund and throughout the time those interests are held in the fund has the highest applicable rating of each such Rating Agency or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; (j) short term investment funds sponsored by any trust company or national banking association incorporated under the laws of the United States or any state thereof which on the date of acquisition has been rated by each such Rating Agency in its highest applicable rating category or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; and (k) such other investments having a specified stated maturity and bearing interest or sold at a discount acceptable to each such Rating Agency and Guarantor as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Subordinate Certificates by any Rating Agency, as evidenced by a signed writing to such effect delivered by each such Rating AgencyAgency and the Guarantor; provided that no such instrument shall be a Permitted Investment if such instrument evidences the right to receive interest only payments with respect to the obligations underlying such instrument.

Overcollateralization Deficiency. As of any Distribution Date, the excess, if any, of (a) the Targeted Overcollateralization Amount for that Distribution Date over (b) the Overcollateralization Amount for that Distribution Date, calculated for this purpose after taking into account the reduction on that Distribution Date of the Class Certificate Balances of all Classes of Offered Certificates resulting from the distribution of the related Basic Principal Distribution Amount (but not the Extra Principal Distribution Amount) on that Distribution Date, but prior to taking into account any Applied Realized Loss Amounts on that Distribution Date. Overcollateralization Release Amount ------------------------------------ With respect to any Distribution Date on or after the Stepdown Date on which a Trigger Event is not in effect, the lesser of (a) the Principal Remittance Amount for that Distribution Date and (b) the excess, if any, of (i) the Overcollateralization Amount for that Distribution Date, assuming that 100% of the Principal Remittance Amount is applied as a principal payment on the Certificates on that Distribution Date, over (ii) the Targeted Overcollateralization Amount for that Distribution Date. With respect to any Distribution Date on which a Trigger Event is in effect, the Overcollateralization Release Amount will be zero. Ownership Interest ------------------ As to any Class R Certificate, any ownership interest in such Certificate including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial. Pass-Through Rate ----------------- With respect to each Class of Certificates, as set forth in the Preliminary Statement. Paying Agent ------------ JPMorgan Chase Bank and its successors and, if a successor paying agent is appointed hereunder, such successor. Percentage Interest ------------------- As to any Offered Certificate, the percentage interest evidenced thereby in distributions required to be made to such Offered Certificate, such percentage interest being set forth on the face thereof or equal to the percentage obtained by dividing the Denomination of such Certificate by the aggregate of the Denominations of all Certificates of the same Class. With respect to the Class X Certificates and the Class R Certificates, the "Percentage Interest" specified on the face thereof. Permitted Investments --------------------- (a) obligations of the United States or any agency thereof, provided such obligations are backed by the full faith and credit of the United States; (b) general obligations of or obligations guaranteed by any state of the United States or the District of Columbia receiving the highest long-term debt rating of each Rating Agency rating the Offered Certificates, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates Certificates, without taking into account the Policy, by each such Rating Agency; (c) commercial or finance company paper which is then receiving the highest commercial or finance company paper rating of each such Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates Certificates, without taking into account the Policy, by each such Rating Agency; (d) certificates of deposit, demand or time deposits, or bankers' acceptances issued by any depository institution or trust company incorporated under the laws of the United States or of any state thereof and subject to supervision and examination by federal and/or state banking authorities, provided that the commercial paper and/or long term unsecured debt obligations of such depository institution or trust company (or in the case of the principal depository institution in a holding company system, the commercial paper or long-term unsecured debt obligations of such holding company, but only if Moody's is not a Rating Agency) are then rated the highest long-terx xxx one of the two highexx xxxg-term and the highest short-term ratings of each such Rating Agency for such securities, or such lower ratings as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates Certificates, without taking into account the Policy, by any such Rating Agency; (e) demand or time deposits or certificates of deposit issued by any bank or trust company or savings institution to the extent that such deposits are fully insured by the FDIC; (f) guaranteed reinvestment agreements issued by any bank, insurance company or other corporation containing, at the time of the issuance of such agreements, such terms and conditions as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates Certificates, without taking into account the Policy, by any such Rating Agency; (g) repurchase obligations with respect to any security described in clauses (a) and (b) above, in either case entered into with a depository institution or trust company (acting as principal) described in clause (d) above; (h) securities (other than stripped bonds, stripped coupons or instruments sold at a purchase price in excess of 115% of the face amount thereof) bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any state thereof which, at the time of such investment, have the highest long term rating and one of the two highest short term ratings of each such Rating Agency (except if the Rating Agency is Moody's or S&P's, the such rating shall be the highest commercial paper rating of Moody's or S&P, as applicable, for any such securities), or such lower rating as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates, without taking into account the Policy, by any such Rating Agency, as evidenced by a signed writing delivered by each such Rating Agency; and (i) such other investments having a specified stated maturity and bearing interest or sold at a discount acceptable to each Rating Agency and the Insurer as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any such Rating Agency, as evidenced by a signed writing delivered by each such Rating Agency; (i) interests in any money market fund which at the date of acquisition of the interests in the fund and throughout the time those interests are held in the fund has the highest applicable rating of each such Rating Agency or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; (j) short term investment funds sponsored by any trust company or national banking association incorporated under the laws of the United States or any state thereof which on the date of acquisition has been rated by each such Rating Agency in its highest applicable rating category or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; and (k) such other investments having a specified stated maturity and bearing interest or sold at a discount acceptable to each such Rating Agency as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any Rating Agency, as evidenced by a signed writing to such effect delivered by each such Rating AgencyAgency and the Insurer; provided that no such instrument shall be a Permitted Investment if such instrument evidences the right to receive interest only payments with respect to the obligations underlying such instrument.

Overcollateralization Deficiency. As of any Distribution Date, the excess, if any, of (a) the Targeted Overcollateralization Amount for that Distribution Date over (b) the Overcollateralization Amount for that Distribution Date, calculated for this purpose after taking into account the reduction on that Distribution Date of the Class Certificate Balances of all Classes of Offered Certificates resulting from the distribution of the related Basic Principal Distribution Amount on that Distribution Date, but prior to taking into account any Applied Realized Loss Amounts on that Distribution Date. Overcollateralization Release Amount ------------------------------------ With respect to any Distribution Date on or after the Stepdown Date on which a Trigger Event is not in effect, the lesser of (a) the Principal Remittance Amount for that Distribution Date and (b) the excess, if any, of (i) the Overcollateralization Amount for that Distribution Date, assuming that 100% of the Principal Remittance Amount is applied as a principal payment on the Certificates on that Distribution Date, over (ii) the Targeted Overcollateralization Amount for that Distribution Date. With respect to any Distribution Date before the Stepdown Date or on which a Trigger Event is in effect, the Overcollateralization Release Amount will be zero. Ownership Interest ------------------ As to any Class R Certificate, any ownership interest in such Certificate including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial. Pass-Through Rate ----------------- With respect to each Class of CertificatesCertificates and each regular interest in REMIC 1 and REMIC 2, as set forth in the Preliminary Statement. Paying Agent ------------ JPMorgan Chase Bank Bank, N.A. and its successors and, if a successor paying agent is appointed hereunder, such successor. Percentage Interest ------------------- As to any Offered Certificate, the percentage interest evidenced thereby in distributions required to be made to such Offered Certificate, such percentage interest being set forth on the face thereof or equal to the percentage obtained by dividing the Denomination of such Certificate by the aggregate of the Denominations of all Certificates of the same Class. With respect to the Class X Certificates and the Class R Certificates, the "Percentage Interest" specified on the face thereof. Permitted Investments --------------------- (a) obligations of the United States or any agency thereof, provided such obligations are backed by the full faith and credit of the United States; (b) general obligations of or obligations guaranteed by any state of the United States or the District of Columbia receiving the highest long-term debt rating of each Rating Agency rating the Offered Certificates, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; (c) commercial or finance company paper which is then receiving the highest commercial or finance company paper rating of each such Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; (d) certificates of deposit, demand or time deposits, or bankers' acceptances issued by any depository institution or trust company incorporated under the laws of the United States or of any state thereof and subject to supervision and examination by federal and/or state banking authorities, provided that the commercial paper and/or long term unsecured debt obligations of such depository institution or trust company (or in the case of the principal depository institution in a holding company system, the commercial paper or long-term unsecured debt obligations of such holding company, but only if Moody's is not a Rating Agency) are then rated one of the two highexx xxxg-term and the highest short-term ratings of each such Rating Agency for such securities, or such lower ratings as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any such Rating Agency; (e) demand or time deposits or certificates of deposit issued by any bank or trust company or savings institution to the extent that such deposits are fully insured by the FDIC; (f) guaranteed reinvestment agreements issued by any bank, insurance company or other corporation containing, at the time of the issuance of such agreements, such terms and conditions as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any such Rating Agency; (g) repurchase obligations with respect to any security described in clauses (a) and (b) above, in either case entered into with a depository institution or trust company (acting as principal) described in clause (d) above; (h) securities (other than stripped bonds, stripped coupons or instruments sold at a purchase price in excess of 115% of the face amount thereof) bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any state thereof which, at the time of such investment, have one of the two highest ratings of each such Rating Agency (except if the Rating Agency is Moody's or S&P, the rating shall be the highest commercial paper rating of Moody's or S&P, as applicable, for such securities), or such lower rating as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any such Rating Agency, as evidenced by a signed writing delivered by each such Rating Agency; (i) interests in any money market fund which at the date of acquisition of the interests in the fund and throughout the time those interests are held in the fund has the highest applicable rating of each such Rating Agency or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; (j) short term investment funds sponsored by any trust company or national banking association incorporated under the laws of the United States or any state thereof which on the date of acquisition has been rated by each such Rating Agency in its highest applicable rating category or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; and (k) such other investments having a specified stated maturity and bearing interest or sold at a discount acceptable to each such Rating Agency as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any Rating Agency, as evidenced by a signed writing to such effect delivered by each such Rating Agency; provided that no such instrument shall be a Permitted Investment if such instrument evidences the right to receive interest only payments with respect to the obligations underlying such instrument.

Overcollateralization Deficiency. As of any Distribution Date, the excess, if any, of (a) the Targeted Overcollateralization Amount for that Distribution Date over (b) the Overcollateralization Amount for that Distribution Date, calculated for this purpose after taking into account the reduction on that Distribution Date of the Class Certificate Balances of all Classes of Offered Certificates resulting from the distribution of the related Basic Principal Distribution Amount on that Distribution Date, but prior to taking into account any Applied Realized Loss Amounts on that Distribution Date. Overcollateralization Release Amount ------------------------------------ With respect to any Distribution Date on or after the Stepdown Date on which a Trigger Event is not in effect, the lesser of (a) the Principal Remittance Amount for that Distribution Date and (b) the excess, if any, of (i) the Overcollateralization Amount for that Distribution Date, assuming that 100% of the Principal Remittance Amount is applied as a principal payment on the Certificates on that Distribution Date, over (ii) the Targeted Overcollateralization Amount for that Distribution Date. With respect to any Distribution Date on which a Trigger Event is in effect, the Overcollateralization Release Amount will be zero. Ownership Interest ------------------ As to any Class R Certificate, any ownership interest in such Certificate including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial. Pass-Through Rate ----------------- With respect to each Class of Certificates, as set forth in the Preliminary Statement. Paying Agent ------------ JPMorgan Chase Bank and its successors and, if a successor paying agent is appointed hereunder, such successor. Percentage Interest ------------------- As to any Offered Certificate, the percentage interest evidenced thereby in distributions required to be made to such Offered Certificate, such percentage interest being set forth on the face thereof or equal to the percentage obtained by dividing the Denomination of such Certificate by the aggregate of the Denominations of all Certificates of the same Class. With respect to the Class X Certificates and the Class R Certificates, the "Percentage Interest" specified on the face thereof. Permitted Investments --------------------- (a) obligations of the United States or any agency thereof, provided such obligations are backed by the full faith and credit of the United States; (b) general obligations of or obligations guaranteed by any state of the United States or the District of Columbia receiving the highest long-term debt rating of each Rating Agency rating the Offered Certificates, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates Certificates, by each such Rating Agency; (c) commercial or finance company paper which is then receiving the highest commercial or finance company paper rating of each such Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates Certificates, by each such Rating Agency; (d) certificates of deposit, demand or time deposits, or bankers' acceptances issued by any depository institution or trust company incorporated under the laws of the United States or of any state thereof and subject to supervision and examination by federal and/or state banking authorities, provided that the commercial paper and/or long term unsecured debt obligations of such depository institution or trust company (or in the case of the principal depository institution in a holding company system, the commercial paper or long-term unsecured debt obligations of such holding company, but only if Moody's is not a Rating Agency) are then rated one the highest long-term xxx xne of the two highexx xxxg-term and the highest short-term ratings of each such Rating Agency for such securities, or such lower ratings as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any such Rating Agency; (e) demand or time deposits or certificates of deposit issued by any bank or trust company or savings institution to the extent that such deposits are fully insured by the FDIC; (f) guaranteed reinvestment agreements issued by any bank, insurance company or other corporation containing, at the time of the issuance of such agreements, such terms and conditions as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates Certificates, by any such Rating Agency; (g) repurchase obligations with respect to any security described in clauses (a) and (b) above, in either case entered into with a depository institution or trust company (acting as principal) described in clause (d) above; (h) securities (other than stripped bonds, stripped coupons or instruments sold at a purchase price in excess of 115% of the face amount thereof) bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any state thereof which, at the time of such investment, have the highest long term rating and one of the two highest short term ratings of each such Rating Agency (except if the Rating Agency is Moody's or S&P's, the such rating shall be the highest commercial paper rating of Moody's or S&P, as applicable, for any such securities), or such lower rating as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates Certificates, by any such Rating Agency, as evidenced by a signed writing delivered by each such Rating Agency; and (i) interests in any money market fund which at the date of acquisition of the interests in the fund and throughout the time those interests are held in the fund has the highest applicable rating of each such Rating Agency or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; (j) short term investment funds sponsored by any trust company or national banking association incorporated under the laws of the United States or any state thereof which on the date of acquisition has been rated by each such Rating Agency in its highest applicable rating category or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; and (k) such other investments having a specified stated maturity and bearing interest or sold at a discount acceptable to each such Rating Agency as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any Rating Agency, as evidenced by a signed writing to such effect delivered by each such Rating Agency; provided that no such instrument shall be a Permitted Investment if such instrument evidences the right to receive interest only payments with respect to the obligations underlying such instrument.

Overcollateralization Deficiency. As of any Distribution Date, the excess, if any, of (a) the Targeted Overcollateralization Amount for that Distribution Date over (b) the Overcollateralization Amount for that Distribution Date, calculated for this purpose after taking into account the reduction on that Distribution Date of the Class Certificate Balances of all Classes of Offered Certificates resulting from the distribution of the related Basic Principal Distribution Amount on that Distribution Date, but prior to taking into account any Applied Realized Loss Amounts on that Distribution Date. Overcollateralization Release Amount ------------------------------------ With respect to any Distribution Date on or after the Stepdown Date on which a Trigger Event is not in effect, the lesser of (a) the Principal Remittance Amount for that Distribution Date and (b) the excess, if any, of (i) the Overcollateralization Amount for that Distribution Date, assuming that 100% of the Principal Remittance Amount is applied as a principal payment on the Certificates on that Distribution Date, over (ii) the Targeted Overcollateralization Amount for that Distribution Date. With respect to any Distribution Date on which a Trigger Event is in effect, the Overcollateralization Release Amount will be zero. Ownership Interest ------------------ As to any Class R Certificate, any ownership interest in such Certificate including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial. Pass-Through Rate ----------------- With respect to each Class of Certificates, as set forth in the Preliminary Statement. Paying Agent ------------ JPMorgan Chase Bank and its successors and, if a successor paying agent is appointed hereunder, such successor. Percentage Interest ------------------- As to any Offered Certificate, the percentage interest evidenced thereby in distributions required to be made to such Offered Certificate, such percentage interest being set forth on the face thereof or equal to the percentage obtained by dividing the Denomination of such Certificate by the aggregate of the Denominations of all Certificates of the same Class. With respect to the Class X Certificates and the Class R Certificates, the "Percentage Interest" specified on the face thereof. Permitted Investments --------------------- (a) obligations of the United States or any agency thereof, provided such obligations are backed by the full faith and credit of the United States; (b) general obligations of or obligations guaranteed by any state of the United States or the District of Columbia receiving the highest long-term debt rating of each Rating Agency rating the Offered Certificates, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; (c) commercial or finance company paper which is then receiving the highest commercial or finance company paper rating of each such Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; (d) certificates of deposit, demand or time deposits, or bankers' acceptances issued by any depository institution or trust company incorporated under the laws of the United States or of any state thereof and subject to supervision and examination by federal and/or state banking authorities, provided that the commercial paper and/or long term unsecured debt obligations of such depository institution or trust company (or in the case of the principal depository institution in a holding company system, the commercial paper or long-term unsecured debt obligations of such holding company, but only if Moody's is not a Rating Agency) are then rated one of the two highexx xxxghighesx xxxx-term and the highest short-term ratings of each such Rating Agency for such securities, or such lower ratings as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any such Rating Agency; (e) demand or time deposits or certificates of deposit issued by any bank or trust company or savings institution to the extent that such deposits are fully insured by the FDIC; (f) guaranteed reinvestment agreements issued by any bank, insurance company or other corporation containing, at the time of the issuance of such agreements, such terms and conditions as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any such Rating Agency; (g) repurchase obligations with respect to any security described in clauses (a) and (b) above, in either case entered into with a depository institution or trust company (acting as principal) described in clause (d) above; (h) securities (other than stripped bonds, stripped coupons or instruments sold at a purchase price in excess of 115% of the face amount thereof) bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any state thereof which, at the time of such investment, have one of the two highest ratings of each such Rating Agency (except if the Rating Agency is Moody's or S&P, the rating shall be the highest commercial paper rating of Moody's or S&P, as applicable, for such securities), or such lower rating as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any such Rating Agency, as evidenced by a signed writing delivered by each such Rating Agency; (i) interests in any money market fund which at the date of acquisition of the interests in the fund and throughout the time those interests are held in the fund has the highest applicable rating of each such Rating Agency or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; (j) short term investment funds sponsored by any trust company or national banking association incorporated under the laws of the United States or any state thereof which on the date of acquisition has been rated by each such Rating Agency in its highest applicable rating category or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; and (k) such other investments having a specified stated maturity and bearing interest or sold at a discount acceptable to each such Rating Agency as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any Rating Agency, as evidenced by a signed writing to such effect delivered by each such Rating Agency; provided that no such instrument shall be a Permitted Investment if such instrument evidences the right to receive interest only payments with respect to the obligations underlying such instrument.. Permitted Transferee -------------------- Any person other than (a) the United States, any State or political subdivision thereof, or any agency or instrumentality of any of the foregoing, (b) a foreign government, International Organization or any agency or instrumentality of either of the foregoing, (c) an organization (except certain farmers' cooperatives described in section 521 of the Code) which is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in section 860E(c)(l) of the Code) with respect to any Class R Certificate, (d) rural electric and telephone cooperatives described in section 1381(a)(2)(C) of the Code, (e) a Person that is not (i) a citizen or resident of the United States, (ii) a corporation or partnership (or other entity properly treated as a corporation or partnership for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any political subdivision thereof, (iii) an estate whose income from sources without the United States is includible in gross income for United States federal income tax purposes regardless of its connection with the conduct of a trade or

Overcollateralization Deficiency. As of any Distribution Date, the excess, if any, of (a) the Targeted Overcollateralization Amount for that Distribution Date over (b) the Overcollateralization Amount for that Distribution Date, calculated for this purpose after taking into account the reduction on that Distribution Date of the Class Certificate Balances of all Classes of Offered Certificates resulting from the distribution of the related Basic Principal Distribution Amount on that Distribution Date, but prior to taking into account any Applied Realized Loss Amounts on that Distribution Date. Overcollateralization Release Amount ------------------------------------ With respect to any Distribution Date on or after the Stepdown Date on which a Trigger Event is not in effect, the lesser of (a) the Principal Remittance Amount for that Distribution Date and (b) the excess, if any, of (i) the Overcollateralization Amount for that Distribution Date, assuming that 100% of the Principal Remittance Amount is applied as a principal payment on the Certificates on that Distribution Date, over (ii) the Targeted Overcollateralization Amount for that Distribution Date. With respect to any Distribution Date on which a Trigger Event is in effect, the Overcollateralization Release Amount will be zero. Ownership Interest ------------------ As to any Class R Certificate, any ownership interest in such Certificate including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial. Pass-Through Rate ----------------- With respect to each Class of CertificatesCertificates and each regular interest in REMIC 1 and REMIC 2, as set forth in the Preliminary Statement. Paying Agent ------------ JPMorgan Chase Bank and its successors and, if a successor paying agent is appointed hereunder, such successor. Percentage Interest ------------------- As to any Offered Certificate, the percentage interest evidenced thereby in distributions required to be made to such Offered Certificate, such percentage interest being set forth on the face thereof or equal to the percentage obtained by dividing the Denomination of such Certificate by the aggregate of the Denominations of all Certificates of the same Class. With respect to the Class X Certificates and the Class R Certificates, the "Percentage Interest" specified on the face thereof. Permitted Investments --------------------- (a) obligations of the United States or any agency thereof, provided such obligations are backed by the full faith and credit of the United States; (b) general obligations of or obligations guaranteed by any state of the United States or the District of Columbia receiving the highest long-term debt rating of each Rating Agency rating the Offered Certificates, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; (c) commercial or finance company paper which is then receiving the highest commercial or finance company paper rating of each such Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; (d) certificates of deposit, demand or time deposits, or bankers' acceptances issued by any depository institution or trust company incorporated under the laws of the United States or of any state thereof and subject to supervision and examination by federal and/or state banking authorities, provided that the commercial paper and/or long term unsecured debt obligations of such depository institution or trust company (or in the case of the principal depository institution in a holding company system, the commercial paper or long-term unsecured debt obligations of such holding company, but only if Moody's is not a Rating Agency) are then rated one of the two highexx xxxg-term and the highest short-term ratings of each such Rating Agency for such securities, or such lower ratings as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any such Rating Agency; (e) demand or time deposits or certificates of deposit issued by any bank or trust company or savings institution to the extent that such deposits are fully insured by the FDIC; (f) guaranteed reinvestment agreements issued by any bank, insurance company or other corporation containing, at the time of the issuance of such agreements, such terms and conditions as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any such Rating Agency; (g) repurchase obligations with respect to any security described in clauses (a) and (b) above, in either case entered into with a depository institution or trust company (acting as principal) described in clause (d) above; (h) securities (other than stripped bonds, stripped coupons or instruments sold at a purchase price in excess of 115% of the face amount thereof) bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any state thereof which, at the time of such investment, have one of the two highest ratings of each such Rating Agency (except if the Rating Agency is Moody's or S&P, the rating shall be the highest commercial paper rating of Moody's or S&P, as applicable, for such securities), or such lower rating as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any such Rating Agency, as evidenced by a signed writing delivered by each such Rating Agency; (i) interests in any money market fund which at the date of acquisition of the interests in the fund and throughout the time those interests are held in the fund has the highest applicable rating of each such Rating Agency or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; (j) short term investment funds sponsored by any trust company or national banking association incorporated under the laws of the United States or any state thereof which on the date of acquisition has been rated by each such Rating Agency in its highest applicable rating category or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; and (k) such other investments having a specified stated maturity and bearing interest or sold at a discount acceptable to each such Rating Agency as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any Rating Agency, as evidenced by a signed writing to such effect delivered by each such Rating Agency; provided that no such instrument shall be a Permitted Investment if such instrument evidences the right to receive interest only payments with respect to the obligations underlying such instrument.

Overcollateralization Deficiency. As of any Distribution Date, the excess, if any, of (a) the Targeted Overcollateralization Amount for that Distribution Date over (b) the Overcollateralization Amount for that Distribution Date, calculated for this purpose after taking into account the reduction on that Distribution Date of the Class Certificate Balances of all Classes of Offered Certificates resulting from the distribution of the related Basic Principal Distribution Amount (but not the Extra Principal Distribution Amount) on that Distribution Date, but prior to taking into account any Applied Realized Loss Amounts on that Distribution Date. Overcollateralization Release Amount ------------------------------------ With respect to any Distribution Date on or after the Stepdown Date on which a Trigger Event is not in effect, the lesser of (a) the Principal Remittance Amount for that Distribution Date and (b) the excess, if any, of (i) the Overcollateralization Amount for that Distribution Date, assuming that 100% of the Principal Remittance Amount is applied as a principal payment on the Certificates on that Distribution Date, over (ii) the Targeted Overcollateralization Amount for that Distribution Date. With respect to any Distribution Date on which a Trigger Event is in effect, the Overcollateralization Release Amount will be zero. Ownership Interest ------------------ As to any Class R Certificate, any ownership interest in such Certificate including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial. Pass-Through Rate ----------------- With respect to each Class of Certificates, as set forth in the Preliminary Statement. Paying Agent ------------ JPMorgan Chase Bank and its successors and, if a successor paying agent is appointed hereunder, such successor. Percentage Interest ------------------- As to any Offered Certificate, the percentage interest evidenced thereby in distributions required to be made to such Offered Certificate, such percentage interest being set forth on the face thereof or equal to the percentage obtained by dividing the Denomination of such Certificate by the aggregate of the Denominations of all Certificates of the same Class. With respect to the Class X Certificates and the Class R Certificates, the "Percentage Interest" specified on the face thereof. Permitted Investments --------------------- (a) obligations of the United States or any agency thereof, provided such obligations are backed by the full faith and credit of the United States; (b) general obligations of or obligations guaranteed by any state of the United States or the District of Columbia receiving the highest long-term debt rating of each Rating Agency rating the Offered Certificates, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; (c) commercial or finance company paper which is then receiving the highest commercial or finance company paper rating of each such Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; (d) certificates of deposit, demand or time deposits, or bankers' acceptances issued by any depository institution or trust company incorporated under the laws of the United States or of any state thereof and subject to supervision and examination by federal and/or state banking authorities, provided that the commercial paper and/or long term unsecured debt obligations of such depository institution or trust company (or in the case of the principal depository institution in a holding company system, the commercial paper or long-term unsecured debt obligations of such holding company, but only if Moody's is not a Rating Agency) are then rated one of the two highexx xxxg-term and the highest short-term ratings of each such Rating Agency for such securities, or such lower ratings as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any such Rating Agency; (e) demand or time deposits or certificates of deposit issued by any bank or trust company or savings institution to the extent that such deposits are fully insured by the FDIC; (f) guaranteed reinvestment agreements issued by any bank, insurance company or other corporation containing, at the time of the issuance of such agreements, such terms and conditions as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any such Rating Agency; (g) repurchase obligations with respect to any security described in clauses (a) and (b) above, in either case entered into with a depository institution or trust company (acting as principal) described in clause (d) above; (h) securities (other than stripped bonds, stripped coupons or instruments sold at a purchase price in excess of 115% of the face amount thereof) bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any state thereof which, at the time of such investment, have one of the two highest ratings of each such Rating Agency (except if the Rating Agency is Moody's or S&P, the rating shall be the highest commercial paper rating of Moody's or S&P, as applicable, for such securities), or such lower rating as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any such Rating Agency, as evidenced by a signed writing delivered by each such Rating Agency; (i) interests in any money market fund which at the date of acquisition of the interests in the fund and throughout the time those interests are held in the fund has the highest applicable rating of each such Rating Agency or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; (j) short term investment funds sponsored by any trust company or national banking association incorporated under the laws of the United States or any state thereof which on the date of acquisition has been rated by each such Rating Agency in its highest applicable rating category or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; and (k) such other investments having a specified stated maturity and bearing interest or sold at a discount acceptable to each such Rating Agency as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any Rating Agency, as evidenced by a signed writing to such effect delivered by each such Rating Agency; provided that no such instrument shall be a Permitted Investment if such instrument evidences the right to receive interest only payments with respect to the obligations underlying such instrument.---------------------

Overcollateralization Deficiency. As of any Distribution Date, the excess, if any, of (a) the Targeted Overcollateralization Amount for that Distribution Date over (b) the Overcollateralization Amount for that Distribution Date, calculated for this purpose after taking into account the reduction on that Distribution Date of the Class Certificate Balances of all Classes of Offered Certificates resulting from the distribution of the related Basic Principal Distribution Amount (but not the Extra Principal Distribution Amount) on that Distribution Date, but prior to taking into account any Applied Realized Loss Amounts on that Distribution Date. Overcollateralization Release Amount ------------------------------------ With respect to any Distribution Date on or after the Stepdown Date on which a Trigger Event is not in effect, the lesser of (a) the Principal Remittance Amount for that Distribution Date and (b) the excess, if any, of (i) the Overcollateralization Amount for that Distribution Date, assuming that 100% of the Principal Remittance Amount is applied as a principal payment on the Certificates on that Distribution Date, over (ii) the Targeted Overcollateralization Amount for that Distribution Date. With respect to any Distribution Date on which a Trigger Event is in effect, the Overcollateralization Release Amount will be zero. Ownership Interest ------------------ As to any Class R Certificate, any ownership interest in such Certificate including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial. Pass-Through Rate ----------------- With respect to each Class of Certificates, as set forth in the Preliminary Statement. Paying Agent ------------ JPMorgan Chase Bank and its successors and, if a successor paying agent is appointed hereunder, such successor. Percentage Interest ------------------- As to any Offered Certificate, the percentage interest evidenced thereby in distributions required to be made to such Offered Certificate, such percentage interest being set forth on the face thereof or equal to the percentage obtained by dividing the Denomination of such Certificate by the aggregate of the Denominations of all Certificates of the same Class. With respect to the Class X Certificates and the Class R Certificates, the "Percentage Interest" specified on the face thereof. Permitted Investments --------------------- (a) obligations of the United States or any agency thereof, provided such obligations are backed by the full faith and credit of the United States; (b) general obligations of or obligations guaranteed by any state of the United States or the District of Columbia receiving the highest long-term debt rating of each Rating Agency rating the Offered Certificates, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates Certificates, without taking into account the Policy, by each such Rating Agency; (c) commercial or finance company paper which is then receiving the highest commercial or finance company paper rating of each such Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates Certificates, without taking into account the Policy, by each such Rating Agency; (d) certificates of deposit, demand or time deposits, or bankers' acceptances issued by any depository institution or trust company incorporated under the laws of the United States or of any state thereof and subject to supervision and examination by federal and/or state banking authorities, provided that the commercial paper and/or long term unsecured debt obligations of such depository institution or trust company (or in the case of the principal depository institution in a holding company system, the commercial paper or long-term unsecured debt obligations of such holding company, but only if Moody's is not a Rating Agency) are then rated one the highest long-terx xxx xne of the two highexx xxxg-term and the highest short-term ratings of each such Rating Agency for such securities, or such lower ratings as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates Certificates, without taking into account the Policy, by any such Rating Agency; (e) demand or time deposits or certificates of deposit issued by any bank or trust company or savings institution to the extent that such deposits are fully insured by the FDIC; (f) guaranteed reinvestment agreements issued by any bank, insurance company or other corporation containing, at the time of the issuance of such agreements, such terms and conditions as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates Certificates, without taking into account the Policy, by any such Rating Agency; (g) repurchase obligations with respect to any security described in clauses (a) and (b) above, in either case entered into with a depository institution or trust company (acting as principal) described in clause (d) above; (h) securities (other than stripped bonds, stripped coupons or instruments sold at a purchase price in excess of 115% of the face amount thereof) bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any state thereof which, at the time of such investment, have the highest long term rating and one of the two highest short term ratings of each such Rating Agency (except if the Rating Agency is Moody's or S&P's, the such rating shall be the highest commercial paper rating of Moody's or S&P, as applicable, for any such securities), or such lower rating as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates, without taking into account the Policy, by any such Rating Agency, as evidenced by a signed writing delivered by each such Rating Agency; and (i) such other investments having a specified stated maturity and bearing interest or sold at a discount acceptable to each Rating Agency and the Insurer as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any such Rating Agency, as evidenced by a signed writing delivered by each such Rating Agency; (i) interests in any money market fund which at the date of acquisition of the interests in the fund and throughout the time those interests are held in the fund has the highest applicable rating of each such Rating Agency or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; (j) short term investment funds sponsored by any trust company or national banking association incorporated under the laws of the United States or any state thereof which on the date of acquisition has been rated by each such Rating Agency in its highest applicable rating category or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; and (k) such other investments having a specified stated maturity and bearing interest or sold at a discount acceptable to each such Rating Agency as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any Rating Agency, as evidenced by a signed writing to such effect delivered by each such Rating AgencyAgency and the Insurer; provided that no such instrument shall be a Permitted Investment if such instrument evidences the right to receive interest only payments with respect to the obligations underlying such instrument.

Overcollateralization Deficiency. As of any Distribution Date, the excess, if any, of (a) the Targeted Overcollateralization Amount for that Distribution Date over (b) the Overcollateralization Amount for that Distribution Date, calculated for this purpose after taking into account the reduction on that Distribution Date of the Class Certificate Balances of all Classes of Offered Certificates resulting from the distribution of the related Basic Principal Distribution Amount on that Distribution Date, but prior to taking into account any Applied Realized Loss Amounts on that Distribution Date. Overcollateralization Release Amount ------------------------------------ With respect to any Distribution Date on or after the Stepdown Date on which a Trigger Event is not in effect, the lesser of (a) the Principal Remittance Amount for that Distribution Date and (b) the excess, if any, of (i) the Overcollateralization Amount for that Distribution Date, assuming that 100% of the Principal Remittance Amount is applied as a principal payment on the Certificates on that Distribution Date, over (ii) the Targeted Overcollateralization Amount for that Distribution Date. With respect to any Distribution Date on which a Trigger Event is in effect, the Overcollateralization Release Amount will be zero. Ownership Interest ------------------ As to any Class R Certificate, any ownership interest in such Certificate including any interest in such Certificate as the Holder thereof and any other interest therein, whether direct or indirect, legal or beneficial. Pass-Through Rate ----------------- With respect to each Class of CertificatesCertificates and each regular interest in REMIC 1 and REMIC 2, as set forth in the Preliminary Statement. Paying Agent ------------ JPMorgan Chase Bank and its successors and, if a successor paying agent is appointed hereunder, such successor. Percentage Interest ------------------- As to any Offered Certificate, the percentage interest evidenced thereby in distributions required to be made to such Offered Certificate, such percentage interest being set forth on the face thereof or equal to the percentage obtained by dividing the Denomination of such Certificate by the aggregate of the Denominations of all Certificates of the same Class. With respect to the Class X Certificates and the Class R Certificates, the "Percentage Interest" specified on the face thereof. Permitted Investments --------------------- (a) obligations of the United States or any agency thereof, provided such obligations are backed by the full faith and credit of the United States; (b) general obligations of or obligations guaranteed by any state of the United States or the District of Columbia receiving the highest long-term debt rating of each Rating Agency rating the Offered Certificates, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; (c) commercial or finance company paper which is then receiving the highest commercial or finance company paper rating of each such Rating Agency, or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; (d) certificates of deposit, demand or time deposits, or bankers' acceptances issued by any depository institution or trust company incorporated under the laws of the United States or of any state thereof and subject to supervision and examination by federal and/or state banking authorities, provided that the commercial paper and/or long term unsecured debt obligations of such depository institution or trust company (or in the case of the principal depository institution in a holding company system, the commercial paper or long-term unsecured debt obligations of such holding company, but only if Moody's is not a Rating Agency) are then rated one of the two highexx xxxg-term and the highest short-term ratings of each such Rating Agency for such securities, or such lower ratings as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any such Rating Agency; (e) demand or time deposits or certificates of deposit issued by any bank or trust company or savings institution to the extent that such deposits are fully insured by the FDIC; (f) guaranteed reinvestment agreements issued by any bank, insurance company or other corporation containing, at the time of the issuance of such agreements, such terms and conditions as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any such Rating Agency; (g) repurchase obligations with respect to any security described in clauses (a) and (b) above, in either case entered into with a depository institution or trust company (acting as principal) described in clause (d) above; (h) securities (other than stripped bonds, stripped coupons or instruments sold at a purchase price in excess of 115% of the face amount thereof) bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any state thereof which, at the time of such investment, have one of the two highest ratings of each such Rating Agency (except if the Rating Agency is Moody's or S&P, the rating shall be the highest commercial paper rating of Moody's or S&P, as applicable, for such securities), or such lower rating as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any such Rating Agency, as evidenced by a signed writing delivered by each such Rating Agency; (i) interests in any money market fund which at the date of acquisition of the interests in the fund and throughout the time those interests are held in the fund has the highest applicable rating of each such Rating Agency or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; (j) short term investment funds sponsored by any trust company or national banking association incorporated under the laws of the United States or any state thereof which on the date of acquisition has been rated by each such Rating Agency in its highest applicable rating category or such lower rating as will not result in the downgrading or withdrawal of the ratings then assigned to the Offered Certificates by each such Rating Agency; and (k) such other investments having a specified stated maturity and bearing interest or sold at a discount acceptable to each such Rating Agency as will not result in the downgrading or withdrawal of the rating then assigned to the Offered Certificates by any Rating Agency, as evidenced by a signed writing to such effect delivered by each such Rating Agency; provided that no such instrument shall be a Permitted Investment if such instrument evidences the right to receive interest only payments with respect to the obligations underlying such instrument.